Exhibit
10.15


 


QUOTA SHARE RETROCESSION
AGREEMENT


 


This Quota Share
Retrocession Agreement (“Agreement”), dated as of April 28, 2004, is made
and entered into by and between ASSURED GUARANTY RE OVERSEAS LTD., formerly
known as ACE CAPITAL RE OVERSEAS LTD. (the “Retrocedent”), an insurance company
registered and licensed under the laws of the Islands of Bermuda, and ACE INA
OVERSEAS INSURANCE COMPANY LTD. (the “Retrocessionaire”), an insurance company
registered and licensed under the laws of the Islands of Bermuda.


 


In consideration of the
mutual covenants herein contained and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Retrocedent and
the Retrocessionaire agree as follows:


 


ARTICLE 1


 


DEFINITIONS


 


Section 1.1.  Definitions.  For all purposes with regard to this
Agreement, the following terms shall have the following meanings:


 


A.                                   “Allocated
Loss Adjustment Expenses” means expenses paid by the Retrocedent on or after
the Effective Date in connection with (i) the adjustment of claims under the
Reinsurance Agreement, including, without limitation, court costs, interest
upon judgments as it accrues, and allocated investigation, adjustment, and
legal expenses chargeable to the investigation, negotiation, settlement or
defense of a claim or (ii) the protection, perfection or exercise of any
subrogation, salvage or recoupment rights under the Reinsurance Agreement.  For the avoidance of doubt, “Allocated Loss
Adjustment Expenses” does not include salaries paid to employees of the
Retrocedent or other overhead expenses.


 


B.                                     “Collateral
Amount” has the meaning set forth in Section 8.1.


 


C.                                     “Collateral
Statement” has the meaning set forth in Section 8.1.


 


D.                                    “Covered
Losses” means Reinsurance Agreement Losses and Allocated Loss Adjustment
Expenses, net of reinsurance (other than the reinsurance provided hereunder)
actually recovered.


 


E.                                      “Deposit
Amount” means, as of any date of determination, an amount equal to (i)
$32,200,000 plus (ii) amounts previously transferred
to the Retrocedent in accordance with Article 8 hereof minus (iii) amounts previously appropriated by the
Retrocedent in accordance with Article 8 hereof minus
(iv) amounts previously transferred to the Retrocessionaire in accordance with
Article 8 hereof plus (v)
interest previously credited in accordance with Article 8 hereof.


 


F.                                      “Effective
Date” means April 1, 2004.


 
















 


G.                                     “Extra
Contractual Obligations” means, with respect to the Reinsurance Agreement, any
and all liabilities (whether they constitute compensatory, consequential,
exemplary or punitive damages) not covered under any provision of the
Reinsurance Agreement that arise from the handling of any claim on business
covered thereunder, including without limitation, liabilities arising due to
the failure by the Retrocessionaire (acting pursuant to the authority granted
to it in Article 6 hereof) to settle within the policy limit, or by reason
of alleged or actual negligence or bad faith of the Retrocessionaire in
rejecting an offer of settlement or in the preparation of the defense or in the
trial of any action against the insured thereunder or in the preparation or
prosecution of an appeal consequent upon such action.


 


H.                                    “Quarterly
Report” has the meaning set forth in Section 7.1.


 


I.                                         “Reinsurance
Agreement” means that certain Quota Share Reinsurance Agreement, executed as of
December 29, 1999, by and between JCJ Insurance Company and the
Retrocedent (formerly known as KRE Reinsurance Ltd.) and attached hereto as
Annex A.


 


J.                                        “Reinsurance
Agreement Losses” means amounts paid by the Retrocedent on or after the
Effective Date under the terms of the Reinsurance Agreement in respect of (i)
claims incurred under the Reinsurance Agreement, including, without limitation,
amounts paid in settlement of claims and in satisfaction of judgments or any
arbitral awards, (ii) loss adjustment expenses of the reinsured that are ceded
to the Retrocedent under the Reinsurance Agreement and (iii) Extra Contractual
Obligations in respect of the Reinsurance Agreement.


 


K.                                    “Retrocession
Term” has the meaning set forth in Article 2.


 


Section 1.2.  Headings.  All captions, headings or titles preceding
any Section or Article in this Agreement are solely for convenience
of reference and are not part of this Agreement and shall not affect its
meaning, construction or effect.


 


Section 1.3.  Other Interpretative Provisions.  The following interpretive provisions
apply to this Agreement:  (a) a reference
to any document or agreement shall include such document or agreement as
amended, modified or supplemented from time to time in accordance with its
terms and the terms of this Agreement; (b) the singular includes the plural and
the plural includes the singular; (c) the words “include,” “includes,” and
“including” are not limiting; and (d) the words “herein,” “hereof,”
“hereunder,” and words of like import shall refer to this Agreement as a whole
and not to any particular section or subdivision of this Agreement.


 


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ARTICLE 2


 


TERM


 


The term of this
Agreement (the “Retrocession Term”) shall commence at 12:01 a.m., Eastern
Standard Time, on the Effective Date and shall remain in force until such time
as the Retrocedent has no further liability under the Reinsurance Agreement.


 


ARTICLE 3


 


TYPE


 


Quota share retrocession.


 


ARTICLE 4


 


COVERAGE


 


The Retrocedent hereby
cedes to the Retrocessionaire, and the Retrocessionaire hereby assumes as
reinsurance from the Retrocedent and agrees to pay Retrocedent, 100% of Covered
Losses.


 


ARTICLE 5


 


RETROCESSION
PREMIUM


 


The premium payable by the Retrocedent hereunder is
$32,200,000 (the “Premium”).  The
Premium will be retained by the Retrocedent as a deposit.


 


ARTICLE 6


 


RIGHTS AND SETTLEMENTS; RIGHTS OF ASSOCIATION


 


The Retrocessionaire agrees to take any and all actions necessary or
appropriate for the management of claims arising under the Reinsurance
Agreement, including without limitation investigating, assessing, adjusting,
arbitrating, litigating and settling claims, as appropriate.  The Retrocessionaire is hereby authorized and
directed to undertake all such actions on behalf of the Retrocedent.


 


The Retrocedent agrees to abide by the claim settlements of the
Retrocessionaire.  The Retrocessionaire
shall be the sole judge of (i) the interpretation of the Reinsurance Agreement,
(ii) what shall constitute a claim under the Reinsurance Agreement and (iii)
the


 


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Retrocedent’s liability under the Reinsurance Agreement and the proper
amounts for the Retrocedent to pay thereunder for any reason, including by way
of settlement.


 


Subject to the foregoing, the Retrocedent shall have the right and
shall be given the opportunity, at its own expense, to associate with any party
in the defense of any suit or proceeding arising out of or connected with any
claim under a Reinsurance Agreement.  In
such event, the Retrocessionaire and the Retrocedent shall cooperate in all
aspects of the defense of such suit or proceeding.


 


ARTICLE 7


 


REPORTS AND
REMITTANCES


 


Section 7.1.  Quarterly Report.  Within 30 days following the end of each
calendar quarter during the Retrocession Term, the Retrocedent will prepare and
deliver to the Retrocessionaire a report (the “Quarterly Report”) containing
information relevant to the calculation of the amount (other than amounts due
and owing pursuant to Article 8 hereof), if any, owed by or to the
Retrocessionaire hereunder in respect of such calendar quarter (which report
shall be in such form as the Retrocedent and the Retrocessionaire shall
reasonably agree).


 


Section 7.2.  Remittances.  Net payments owed to the Retrocessionaire
shall accompany the Quarterly Report. 
Net payments owed to the Retrocedent shall be made within ten (10)
business days of delivery of the Quarterly Report; provided, however, at the
option and upon the demand of the Retrocedent, when the amount due from the
Retrocessionaire exceeds $100,000, the Retrocedent shall be paid by wire
transfer of same day federal funds within two business days following the date
of receipt by the Retrocessionaire of a special loss accounting.


 


Section 7.3.  Reserve
Report.  Within 30 days following the
end of each calendar quarter during the Retrocession Term, the Retrocessionaire
will prepare and deliver to the Retrocedent a report containing the
Retrocessionaire’s good faith estimate of the loss reserves to be established
by the Retrocedent in respect of the Reinsurance Agreement as of the end of
such calendar quarter (which report shall be in such form as the Retrocedent
and the Retrocessionaire shall reasonably agree).  The Retrocedent shall have no obligation to
establish reserves in accordance with such estimate.


 


ARTICLE 8


 


COLLATERAL/SECURITY


 


Section 8.1.  Collateral
Statement.  From time to time during the Retrocession Term, the Retrocedent
will provide to the Retrocessionaire a written statement (the “Collateral
Statement”) of the amount (such amount, the “Collateral Amount”) of collateral,
if any, that


 


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the Retrocedent is required
to post in respect of the Reinsurance Agreement.  In addition, the Retrocedent will provide a
Collateral Statement at the request of the Retrocessionaire.


 


Section 8.2.  Collateral True-Up.


 


(a)                                  Promptly
(and in any event within five business days) following receipt of a Collateral
Statement showing that the Collateral Amount exceeds the Deposit Amount, in
each case as of as of the date of such Collateral Statement, the
Retrocessionaire will transfer such difference to the Retrocedent.  If on any day during the Retrocession Term
the Collateral Amount is less than the Deposit Amount, in each case as of such
day, the Retrocedent will promptly (and in any event within five business days
of such day) transfer to the Retrocessionaire the lesser of (i) such difference
and (ii) the positive difference between the Deposit Amount as of such day and
$32,200,000.


 


(b)                                 At
any time after the Retrocessionaire fails to make any payment owing to the
Retrocedent under this Agreement as and when due, the Retrocedent may appropriate
so much of the Deposit Amount as may be required to cure such default.  Until such time as the Deposit Amount has
been utilized in such manner or returned to the Retrocessionaire pursuant to
the terms hereof, interest thereon will be credited to the Retrocessionaire
quarterly at a rate per annum equal to 4.00%. 
Upon expiry of the Retrocessionaire’s liability hereunder, the
Retrocedent shall pay to the Retrocessionaire the Deposit Amount as of such
date of expiry.


 


Section 8.3.  Surety Bond, Etc.  If on any day during the Retrocession Term
the Retrocedent is required to procure a surety bond or some other form of
security in connection with any litigation, arbitration or similar action
(howsoever described) arising out of or in any way connected to the Reinsurance
Agreement, the Retrocessionaire shall reimburse the Retrocedent for any and all
costs incurred by the Retrocedent in connection with such security.


 


ARTICLE 9


 


GENERAL
CONDITIONS


 


Section 9.1.  Follow the Fortunes.  This Agreement is based on the original terms
of the Reinsurance Agreement so that the Retrocessionaire’s rights and
obligations vis-à-vis the Retrocedent with respect to the reinsurance provided
under this Agreement shall, subject to the terms of this Agreement, follow the
fortunes of the Retrocedent in all respects under the Reinsurance Agreement.


 


Section 9.2.  No Third Party Rights.  Nothing herein shall be construed to expand
the liability of the Retrocessionaire beyond what is specifically assumed under
this Agreement by creating in any third party any rights hereunder.


 


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Section 9.3.  Access to Records.  Upon reasonable notice, the Retrocessionaire
or its duly authorized representative shall have access to and the right to inspect
the books and records of the Retrocedent that pertain to this Agreement or the
Reinsurance Agreement.  In addition, the
Retrocedent shall use commercially reasonable efforts to cause JCJ Insurance
Company to allow the Retrocessionaire or its duly authorized representative to
have access to and the right to inspect the books and records of JCJ Insurance
Company to the extent such books and records pertain to the Reinsurance
Agreement.


 


Section 9.4.  Offset. 
The Retrocessionaire or the Retrocedent may offset any balance(s) due
from one party to the other under this Agreement.  The party asserting the right of offset may
exercise such right at any time whether the balance(s) due are on account of
premiums or losses or otherwise.  In the
event of the insolvency of a party hereto, offsets shall only be allowed in
accordance with applicable law.


 


Section 9.5.  Errors and Omissions.  Any inadvertent delay, omission or error
shall not be held to relieve either party hereto from any liability which would
attach to it hereunder if such delay, omission or error had not been made,
provided such delay, omission or error is rectified as soon as possible after
discovery.


 


Section 9.6.  Governing Law.  This Agreement shall be governed by and is to
be construed in accordance with the laws of the Islands of Bermuda without
giving effect to conflict of law rules thereof.


 


Section 9.7.  Arbitration. Any dispute or other
matter that cannot be resolved by the Retrocedent and the Retrocessionaire
arising out of or relating to the formation, interpretation, performance or
breach of this Agreement, whether such dispute arises before or after
termination of this Agreement, shall be finally settled by arbitration in
Bermuda under the provisions of the Bermuda International Arbitration and
Conciliation Act 1993, as amended and supplemented.  Arbitration will be initiated by the delivery
of a written notice of demand for arbitration by one party to the other within
a reasonable time after the dispute has arisen and cannot be otherwise settled
by the parties.


 


Within thirty (30) days of the non-initiating party’s receipt of notice
of arbitration, each party will appoint a disinterested individual as
arbitrator and the two so appointed will then appoint a third arbitrator who
will serve as the umpire.  If either
party fails to appoint an arbitrator within thirty (30) days, the other party
may appoint the second arbitrator.  If
the two arbitrators do not agree on a third arbitrator within thirty (30) days
of the date on which the second arbitrator was appointed, either party may
apply to the Supreme Court of Bermuda to appoint the third arbitrator.  The arbitrators will be present or former
officers of insurance or reinsurance companies or attorneys experienced in
reinsurance matters who do not have a personal or financial interest in the
result of the arbitration and who are not past or current officers, employees
or directors of the Retrocedent, the Retrocessionaire or their respective
affiliates.


 


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The arbitration hearings
will be held in Bermuda, or such other place as the parties may mutually
agree.  Within thirty (30) days after
appointment of the third arbitrator, the panel shall meet and determine timely
periods for briefs, discovery procedures and schedules for hearings.  The decision of the panel shall be rendered
within forty-five (45) days following the termination of the hearings.


 


In making its decision, the panel shall consider the
customs and practices of the reinsurance industry.  The decision of any two arbitrators when
rendered in writing shall be final and binding. 
The panel is empowered to grant interim relief as it may deem
appropriate.  Judgment upon the award may
be entered in any court having jurisdiction thereof.  It is agreed that the arbitrators shall not
have the jurisdiction to authorize or award, and neither party hereto shall be
liable for, any punitive, exemplary or consequential damage awards between the
parties hereto.  For the avoidance of
doubt, the parties acknowledge and agree that Extra Contractual Obligations (as
defined herein) are included in Covered Losses and are not included in the
category of damages that may not be awarded pursuant to the immediately
preceding sentence.


 


Each party shall bear the expense of its own
arbitrator and shall jointly and equally bear with the other party the cost of
the third arbitrator.  The remaining
costs of the arbitration shall be allocated by the panel.  The panel may, at its discretion, award such
further costs and expenses as it considers appropriate, including but not
limited to attorneys’ fees, to the extent permitted by law.


 


The procedures specified in this Section will be the sole and
exclusive procedures for the resolution of irreconcilable disputes between the
parties arising out of or relating to this Agreement.


 


This Section shall survive the termination of this Agreement.


 


Section 9.8.  Notice.  As used in this Agreement, notice shall mean
any and all notices, requests, demands or other communications required or
permitted to be given hereunder.  All
notices shall be in writing and shall be (i) delivered personally, (ii) sent by
an overnight delivery service, or (iii) sent by confirmed facsimile
transmission, addressed to the parties at the addresses set forth below.  Any such notice shall be deemed given (i) in
the case of personal delivery, when so delivered personally, (ii) if sent by
overnight delivery service, one day after delivery of such notice to such
service, and (iii) if sent by confirmed facsimile transmission, at the time of
transmission.


 


If to the Retrocedent:


 


Assured Guaranty Re
Overseas Ltd.


Victoria Hall


11 Victoria Street


PO Box HM 1826


Hamilton, Bermuda HM HX


Facsimile:  441-292-1563


Attention: Corporate
Secretary


 


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with a copy to:


 


ACE Capital Re Inc.


1325 Avenue of the
Americas


New York, New York 10019


Telephone:  212-974-0100


Facsimile:   212-581-3268


Attention:  General Counsel


 


If to the
Retrocessionaire:


 


ACE INA Overseas
Insurance Company Ltd.


c/o ACE Bermuda Insurance
Ltd.


ACE Global Headquarters


17 Woodbourne Avenue


Hamilton HM 08


Bermuda


Telephone:  (441) 295-5200


Facsimile:  (441) 295-5221


Attention:  Chief Financial Officer


 


The Retrocedent and the
Retrocessionaire shall provide each other with wiring instructions for monies
to be transferred under this Agreement promptly after execution of this
Agreement and at the time of any change in such instructions.


 


Section 9.9.  Assignment.  This Agreement may not be assigned by either
party without the prior written consent of the other party.


 


Section 9.10.  Amendments.  This Agreement may not be modified or amended
except by mutual written consent of the parties.


 


Section 9.11.  Changes
to Reinsurance Agreement.  The
Retrocedent shall not amend, modify, supplement or assign the Reinsurance
Agreement without the prior written consent of the Retrocessionaire (such
consent not to be unreasonably withheld).


 


Section 9.12.  Waivers.  The terms of this Agreement may be waived
only with the written consent of the party waiving compliance. No failure or
delay in exercising any right, power or privilege hereunder will operate as a
waiver thereof, nor will any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege hereunder.


 


Section 9.13.  Entire
Agreement; Rights and Remedies.  This
Agreement constitutes the entire agreement between the parties relating to the
subject matter hereof and supersedes all


 


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prior written and oral
statements with respect hereto.  The
rights and remedies provided herein are cumulative and are not exclusive or any
rights or remedies that any party may have at law or in equity.


 


Section 9.14.  Counterparts.  This Agreement may be executed in any number
or counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.


 


Section 9.15.  Severability.  If
any term, provision, covenant or condition of this Agreement, or the
application thereof to any party or circumstances, shall be held to be invalid
or unenforceable (in whole or in part) for any reason, the remaining terms,
provisions, covenants and conditions shall continue in full force and effect as
if this Agreement had been executed with the invalid or unenforceable portion
eliminated, but only if (a) this Agreement as so modified continues to express,
without material change, the original intentions of the parties as to the subject
matter of this Agreement and (b) the deletion of such portion of this Agreement
does not substantially impair the respective benefits or expectations for the
parties to this Agreement.


 


Section 9.16.  Further
Assurances.  Each party hereto shall, at any time and from time to time after the
first date written above, upon request of any other party hereto, do, execute,
acknowledge and deliver, or cause to be done, executed, acknowledged and
delivered, all such further acts, instruments, assignments and assurances as
may be reasonably required in order to carry out the intent of this Agreement.


 


[The next page is the signature page.]


 


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IN
WITNESS WHEREOF,
this Agreement has been signed by a duly authorized officer of each of the
parties as of the date first above written.


 


 


	
  ASSURED GUARANTY RE
  OVERSEAS LTD.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Paulette Hurst

  	
   

  
	
   

  	
  Name: Paulette Hurst

  
	
   

  	
  Title: Assistant
  Secretary

  
	
   

  
	
   

  
	
  ACE INA OVERSEAS
  INSURANCE COMPANY LTD.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Andrew M. Gibbs

  	
   

  
	
   

  	
  Name: Andrew M. Gibbs

  
	
   

  	
  Title: CFO

  



 


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ANNEX A


 


QUOTA SHARE REINSURANCE AGREEMENT


(the “Agreement”)


 


between


 


JCJ INSURANCE COMPANY


(the “Company”)


 


and


 


KRE REINSURANCE LTD.


(the “Reinsurer”)


 


3.5% xs 8.5% Layer


 


For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:


 


ARTICLE 1. REINSURANCE COVERAGE


 


The Company hereby cedes to the Reinsurer on a quota share basis, and
the Reinsurer hereby assumes from the Company on a quota share basis, 100% of
the liability of the Company under the Residual Value Insurance Policy entered
into between the Company (as insurer) and World Omni Financial Corporation (as
insured) (the “Original Insured”), a copy of which is attached hereto as Annex
A (as the same may be amended, modified or assigned in accordance with the
terms hereof, the “Policy”).


 


ARTICLE 2. TERM


 


The term of this Agreement (the “Term”) shall be coterminous with the
term of the Policy.


 


ARTICLE 3. PREMIUM


 


The premium payable to the Reinsurer hereunder (the “Reinsurance Premium”)
is $26,250,000.  The Reinsurance Premium
is payable in three equal installments, as follows: (i) the first installment
is payable within 12 days following execution of this Agreement; (ii) the
second installment is payable on July 3, 2000 and (iii) the third
installment is payable on January 3, 2001. 
For the avoidance of doubt, the second and third installments of the
Reinsurance Premium shall be payable notwithstanding the termination of the
Term prior to the payment date for one or both of such installments.  The Reinsurance Premium shall be transmitted
to the Reinsurer through Cooper Gay, 120 Wall Street, New York, NY 10005.


 
















 


ARTICLE 4. REPORTS; ACCOUNTS AND REMITTANCES.


 


The Company shall forward to the Reinsurer all accounts received by the
Company pursuant to Article 5 of the Policy and all reports received by
the Company pursuant to Article 6 of the Policy.  Amounts payable by the Reinsurer to the
Company to reimburse the Company for the Reinsurer’s share of losses under the
Policy and for any other amounts due to the Company under this Agreement shall
be paid no later than the last day of the calendar quarter in which the
Reinsurer receives an accounting from the Company with respect to such
amounts.  All amounts owing by the
Reinsurer to the Company hereunder shall be transmitted to the account of the
Company specified in writing to the Reinsurer.


 


ARTICLE 5. ACCESS TO RECORDS


 


The Reinsurer, its authorized representatives and its retrocessionaires
shall have access to the books and records of the Company at all reasonable
times for the purpose of obtaining information concerning this Agreement or its
subject matter and the right to make copies thereof (at its own expense).


 


The Company shall secure for the Reinsurer rights of audit with respect
to the Original Insured that are comparable to those granted by the Original
Insured to the Company under the Policy.


 


ARTICLE 6. COVENANTS


 


The Company shall not amend, modify or terminate, or waive any
provision of, the Policy without the prior written consent of the Reinsurer.


 


The Company shall enforce its rights under the Policy to the fullest
extent permitted by law.


 


The Company shall not consent to any modification by the Original
Insured of the Original Insured’s servicing, remarketing or loss mitigation
practices without the prior written consent of the Reinsurer.


 


ARTICLE 7. EXCLUSIONS


 


This Agreement does not cover (i) bad faith, punitive damages or other
extracontractual liability asserted against the Company, its officers,
directors, employees or agents, (ii) any payment by the Company in excess of
its contractual obligations under the Policy, and (iii) office expenses of the
Company and salaries of officials and employees of the Company.


 


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ARTICLE 8. CREDIT FOR REINSURANCE


 


To the extent necessary to permit the Company to receive full credit in
the statutory statements it is required to file with the Vermont Insurance
Department for the outstanding loss reserves and unearned premium reserves
ceded hereunder (collectively, the “Obligations”), the Reinsurer shall,
promptly following receipt of a statement setting forth the Obligations, either
(at the option of the Reinsurer) (i) apply for and provide the Company with a
clean, unconditional and irrevocable letter of credit in the amount specified
in such statement with terms and issued by a bank acceptable to the Vermont
Insurance Department and reasonably acceptable to the Company, for the purpose
of credit for reinsurance (the “Letter of Credit”) or (ii) establish a trust
account for the benefit of the Company (the “Trust Account”) with a bank
acceptable to the Vermont Insurance Department and reasonably acceptable to the
Company and deposit in the Trust Account the amount specified in such statement,
for the purpose of credit for reinsurance. At intervals that are no more
frequent than once per calendar quarter, the Company shall prepare a specific
statement, for the sole purpose of amending the Letter of Credit or adjusting
the balance in the Trust Account, of the Obligations, and, to the extent the
Obligations reflected in such statement are greater than the amount of the
Letter of Credit or the balance of the Trust Account, the Reinsurer shall
secure an amendment of the Letter of Credit or shall deposit additional assets
in the Trust Account, as applicable.  The
cost of any Letter of Credit (and amendments thereto) and/or Trust Account
provided pursuant to this Article shall be borne solely by the Company.


 


If the Reinsurer elects to establish a Trust Account, the trustee of
the Trust Account and the trust agreement shall comply with all applicable
requirements of regulatory authorities having jurisdiction over the
Company.  The assets deposited in the
Trust Account shall be valued according to their current fair market value, and
shall consist only of cash (United States legal tender), certificates of
deposit issued by a United States bank and payable in United States legal
tender, and investments of the type permitted by the Vermont Insurance Code, or
any combination of the above, provided that such investments are issued by an
institution that is not the Reinsurer or the Company or the parent, subsidiary
or affiliate of either the Reinsurer or the Company.  Prior to depositing assets with the trustee,
the Reinsurer shall execute assignments, endorsements in blank, or transfer
legal title to the trustee of all shares, obligations or any other assets
requiring assignments, in order that the Company, or the trustee upon the
direction of the Company, may whenever necessary negotiate any such assets
without consent or signature from the Reinsurer or any other entity.  All settlements of account between the
Company and the Reinsurer shall be made in cash or its equivalent.


 


If the Reinsurer has established a Trust Account and the statement
shows that the Obligations are less than the balance of the Trust Account as of
the statement date, the Reinsurer shall have the right to seek approval from
the Company to withdraw from the Trust Account all or any part of the assets
contained therein and transfer such assets to the Reinsurer, provided that,
after such withdrawal and transfer, the market value of the assets in the Trust
Account is not less than 102 percent of the Obligations.  In addition, the Reinsurer shall have the
right to seek approval from the Company to withdraw from the Trust Account all
or any part of the assets contained therein and transfer such assets to the
Reinsurer, provided that the Reinsurer shall, at the time of such withdrawal, replace


 


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the withdrawn assets with other assets meeting the above requirements
and having a market value at least equal to the market value of the assets
withdrawn so as to maintain at all times the deposit in the required
amount.  The Company shall be the sole
judge as to the application of this provision, but shall not unreasonably or
arbitrarily withhold its approval.


 


Notwithstanding any other provision of this Agreement, the Company or
any successor by operation of law of the Company including, without limitation,
any liquidator, rehabilitator, receiver or conservator of the Company, may draw
upon the Letter of Credit or withdraw assets from the Trust Account, without
diminution because of the insolvency of any party hereto, at any time and
undertake to use and apply the sum drawn for one or more of the following
purposes only:


 


1.     To reimburse the Company for the Reinsurer’s share
of premiums returned to the Original Insured on account of cancellation of the
Policy;


2.     To reimburse the Company for the Reinsurer’s share
of losses paid by the Company under the terms and provisions of the Policy;


3.     To fund an account with the Company in an amount
at least equal to the deduction, for reinsurance ceded, from the Company’s
liabilities for the reinsurance ceded hereunder (such amounts shall include,
but not be limited to, amounts for outstanding losses and unearned premium
reserves); and


4.     To pay any other amounts the Company claims are
under this Agreement.


 


The Company shall pay interest at the prime rate of interest on amounts
held pursuant to paragraph 3 above.  The
Company shall return to the Reinsurer amounts drawn in excess of the actual
amounts required for paragraphs 1, 2 and 3 above and, with respect to paragraph
4 above, any amounts that are subsequently determined not to be due.


 


ARTICLE 9. GENERAL PROVISIONS


 


1.     Insolvency. In the event of the insolvency
of the Company, this reinsurance shall be payable directly to the Company, or
its liquidator, receiver, conservator or statutory successor, on the basis of
the liability of the Company without diminution because of the insolvency of
the Company or because the liquidator, receiver, conservator or statutory
successor of the Company has failed to pay all or a portion of any claim. It is
agreed, however, that the liquidator, receiver, conservator or statutory
successor of the Company shall give written notice to the Reinsurer of the
pendency of each claim against the Company with respect to which the Reinsurer
may have liability under this Agreement within a reasonable time after such
claim is filed in the conservation or liquidation proceeding or in the
receivership.  During the pendency of
such claim, the Reinsurer may investigate such claim and interpose, at its own
expense, in the proceeding where such claim is to be adjudicated, any defense
or defenses that it may deem available to the Company or its liquidator,
receiver, conservator or statutory successor. The expense thus incurred by the
Reinsurer shall be chargeable, subject to the approval of the court, against
the Company as part of the expense of conservation or liquidation to the extent
of a pro rata share of the benefit which may accrue to the Company solely as a
result of the defense undertaken by the Reinsurer.


 


4
















 


2.     Errors and Omissions. Any inadvertent
delay, omission or error shall not be held to relieve either party hereto from
any liability that would attach to it under this Agreement if such delay,
omission or error had not been made, provided such delay, omission or error is
rectified as soon as possible after discovery thereof.


 


3.     Recoveries. The Company shall credit the
Reinsurer with its pro rata share of any recoveries or reimbursements received
by the Company under the Policy.


 


4.     Arbitration. Should an irreconcilable
difference of opinion or dispute arise between the parties to this Agreement as
to the interpretation of this Agreement, or as to transactions with respect to
this Agreement, such differences or dispute shall, before bringing any action
or suit hereunder, first be submitted to the decision of a board of arbitration
composed of two arbiters and an umpire, meeting in New York, New York, except
as hereinafter provided or unless otherwise agreed in writing by the parties.


 


To initiate arbitration, either party shall notify the other party in
writing of its desire to arbitrate, stating the nature of its dispute, the
remedy sought and the identity of its chosen arbiter, and shall request that
the responding party appoint and identify its own arbiter.


 


The members of the board of arbitration shall be active or retired
disinterested officials of insurance or reinsurance companies and may not be a
present or former officer, attorney or consultant of either party.  After each party appoints its arbiter, the
two arbiters shall choose an umpire before instituting the hearing. If the
respondent fails to appoint its arbiter within four weeks after being requested
to do so by the claimant, the latter shall also appoint the second
arbiter.  If the two arbiters fail to
agree on the appointment of an umpire within four weeks after their nomination,
the umpire shall by chosen by the President of the American Arbitration
Association and shall be a person meeting the qualifications set forth above.


 


Claimant shall submit its initial brief within 20 days from the
employment of the umpire.  The respondent
shall submit its brief within 20 days thereafter, and the claimant may submit a
reply brief within 10 days after the filing of the respondent’s brief. The
board shall make its decision with regard to the customary usage of the
insurance and reinsurance business’. The board is released from all judicial
formalities and may abstain from the strict rules of the law, interpreting this
Agreement as an honorable undertaking, rather than merely a legal
obligation.  The board shall make its
decision, describing its reasons therefor in writing, within 30 days following
the termination of the hearings, unless the parties consent to an
extension.  A majority decision of the
board shall be final and binding upon the parties to the proceedings.  The judgment upon the award entered by the arbiters
may be entered in any court of proper jurisdiction and may be enforced in any
such court.  By agreement between two
members of the board, the time intervals contained in this Article will be
extended.


 


Each party shall bear the expense of its own arbiter and shall jointly
and equally bear with the other party the expense of the umpire.  The remaining costs of the arbitration
proceedings shall be allocated by the board.


 


5
















 


This Article shall survive the termination of this Agreement.


 


5.     Offset. The Company and the Reinsurer have
the right to offset any balance(s) due from one to the other under this
Agreement or under any other agreements between the parties.  In the event of the insolvency of the Company
or the Reinsurer, offsets shall only be allowed in accordance with applicable
law.


 


6.     Taxes. The Reinsurer shall have no
liability for any taxes payable with respect to this Agreement or the Policy.


 


7.     Governing Law. This Agreement shall be
interpreted in accordance with the laws of the State of New York, without
giving effect to the conflict of law rules thereof.


 


8.     Follow the Fortunes; Honorable Undertaking; No
Third Party Rights.  Except as
otherwise specifically provided in this Agreement, this Agreement shall be
subject to the same rates, terms, conditions, interpretations, waivers, the
exact proportion of premiums paid to the Company and to the same modifications,
alterations and cancellations as the Policy, the true intent of this Agreement
being that the Reinsurer shall, in every case to which this Agreement applies and
in the proportion specified in this Agreement, follow the fortunes of the
Company. This Agreement shall be construed as an honorable undertaking between
the Company and the Reinsurer and shall not be defeated by technical legal
constructions.  However, nothing in this
Agreement shall be construed to expand the liability of the Reinsurer beyond
what is specifically assumed thereunder by creating rights of any third party,
including any insured of the Company, in or under this Agreement.


 


9.     Notices. All notices, requests, demands or
other communications required or permitted to be given under this Agreement
shall be hand delivered, sent by confirmed facsimile transmission, mails by
first class certified mail, return receipt requested, or sent by an overnight
delivery service, addressed to the party at its address set forth below or to
such other address as such party may designate in writing:


 


If to the Company:


 


JCJ Insurance Company


Harborside Professional Building


85 Prim Road


PO Box 450


Colchester, VT 05446


Attn: K. WESTOVER


Fax : 802 - 863-2198


 


6
















 


If to the Reinsurer:


 


KRE Reinsurance Ltd.


Victoria Hall


PO Box HM 1826


Hamilton, Bermuda HM HX


Telecopier No.: 441-292-1563


Attn: Corporate Secretary


 


with a copy to:


 


Capital Re Solutions Incorporated


1325 Avenue of the Americas


New York, NY 10019


Telecopier No.: 212-581-3268


Attn: General Counsel


 


10.   Assignment. This Agreement shall be binding
upon and inure to the benefit of the Company and Reinsurer and their respective
successors and assigns:  This Agreement
may not be assigned by either party without the prior written consent of the
other party.


 


11.   Amendment. No amendment or modification of
this Agreement shall be effective unless in writing and signed by a duly
authorized officer of each party.


 


12.   Headings. The headings used in this Agreement
are intended and inserted solely for convenience of reference and shall not
effect the meaning, interpretation, construction or effect of this Agreement.


 


13.   Counterparts. 
This Agreement may be executed by the parties in separate counterparts,
each of which when so executed and delivered shall be an original, but all such
counterparts together shall constitute one and the same instrument.  Each counterpart may consist of a number of
copies hereof signed by less than both, but together signed by both, of the
parties hereto.


 


14.   Entire Agreement. This Agreement constitutes
the entire agreement between the parties with respect to the contents of this
Agreement, and supersedes prior agreements, understandings and negotiations,
oral and written, with respect hereto.


 


15.   Waiver. No waiver of this Agreement shall be
effective unless in writing and signed by a duly authorized officer of the
party granting the waiver.  The failure
of a party to enforce any provision of this Agreement shall not constitute a
waiver by such party of such provision. 
The past waiver of a provision by a party shall not constitute a course
of conduct or waiver in the future of that same provision.


 


7
















 


16.   Cancellation. 
This Agreement may be canceled by the Reinsurer for non-payment of the
Reinsurance Premium, but shall not be cancelable for any other reason by either
party.


 


IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers as of December [ 29 ], 1999.


 


 


	
  KRE REINSURANCE LTD.

  
	
   

  
	
   

  
	
  By :

  	
  /s/ Rebecca L. Carne

  	
   

  
	
   

  	
  Name: REBECCA L. CARNE

  
	
   

  	
  Title:   Asst. Sec.

  
	
   

  
	
  JCJ INSURANCE COMPANY

  
	
   

  
	
   

  
	
  By: 

  	
  /s/ Gerald M. Florence

  	
   

  
	
   

  	
  Name: Gerald M. Florence

  
	
   

  	
  Title:   Vice President

  
				



 


8
















 


AMENDED AND RESTATED


RESIDUAL VALUE INSURANCE POLICY


 


between


 


WORLD OMNI FINANCIAL CORP


(the
“Insured”)


 


and


 


JCJ INSURANCE COMPANY


(the
“Insurer”)


 


3.5% xs 8.5% Layer


 


Policy number LRV0002


 


This Amended and Restated Residual Value
Insurance Policy (this “Policy”) amends and restates in its entirety the
Residual Value Insurance Policy dated as of December 29, 1999 entered into by
and between the Insured and the Insurer. In consideration of the Premium and in
reliance upon the information provided by the Insured to the Insurer, the
parties agree as follows:


 


ARTICLE 1.
TERM OF POLICY


 


The Policy shall be
effective as of July 1, 1999 (the “Effective Date”) and shall continue in force
until the last Scheduled Lease Termination Date or, if applicable, the last
Revised Lease Termination Date to occur with respect to the Covered Leases (the
“Term”).


 


ARTICLE 2. PREMIUM


 


The premium payable to the
Insurer hereunder (the “Premium”) is $26,250,000. The Premium is net of all
taxes and brokerage commissions. The Premium is payable in three equal
installments, as follows: (i) the first installment is  payable within 10 days following
execution of this Policy; (ii) the second installment is payable on July 1,
2000 and (iii) the third installment is payable on January 1, 2001.


 


ARTICLE 3. INSURING CLAUSE; COINSURANCE


 


The Insurer shall pay 90% of
Covered Losses in excess of the Attachment Point up to the Limit of Liability.


 


The Insured shall retain net
for its account and not insure (i) Covered Losses up to the Attachment Point
and (ii) 10% of Covered Losses in excess of the Attachment Point up to the
Limit of Liability.


 


1
















 


ARTICLE 4.
DEFINITIONS


 


The  following terms shall have the respective
meanings ascribed to them below:


 


	
  Actual Termination

  	
   

  	
   

  
	
  Date:

  	
   

  	
  With respect to a lease
  transaction, the date that is 31 days after the date on which the final lease
  payment thereunder is required to be made; provided, if the final lease
  payment is prepaid, “Actual Termination Date” shall mean the date on which
  the final lease payment is made.

  
	
   

  	
   

  	
   

  
	
  Adjusted Black Book
  Wholesale

  
	
  Average Value:

  	
   

  	
  The “average wholesale”
  value established by the Black Book Used Car Market Guide, provided monthly
  by National Auto Research. This publication sets forth the current market
  value at the Scheduled Lease Termination Date for each Covered Lease by make,
  model and optional equipment.

  
	
   

  	
   

  	
   

  
	
  Attachment Point:

  	
   

  	
  Covered Losses equal to
  $423,665,329 (i.e., 8.5% of the In-force Aggregate Residual Value).

  
	
   

  	
   

  	
   

  
	
  Covered Lease:

  	
   

  	
  Each lease transaction
  with respect to an automobile included in the Data Base that (i) is  outstanding as of the Effective Date,
  (ii) has a Disposal Date that is no later than 90 days after the Actual
  Termination Date for such lease transaction and (iii) actually terminates no
  earlier than 60 days prior to its Scheduled Lease Termination Date and no
  later than six months after its Scheduled Lease Termination Date; provided,
  however, a lease transaction that terminates within 180 days prior to its
  Scheduled Lease Termination Date shall also be included as a Covered Lease
  if, and only if, clauses (i) and (ii) above are satisfied and Loss arising
  from such lease transaction is no greater than 90% of the Expected Loss for
  such lease transaction, and provided that only 30,802 lease transactions may
  be included as Covered Leases pursuant to this proviso (each lease transaction
  meeting the criteria of this proviso is referred to herein as an “Early
  Termination Covered Lease”); provided, further, a lease transaction that
  terminates more than six months after its Scheduled Lease Termination Date
  shall also be included as a Covered Lease if, and only if, clauses (i) and
  (ii) above are satisfied and (x) a Lease Extension is made with respect to
  such Covered Lease, (y) Loss arising from such lease transaction is less than
  the Expected Loss for such lease transaction and (z) such lease transaction
  actually terminates no earlier than its Revised Lease Termination Date.

  



 


2
















 


	
  Covered Losses:

  	
   

  	
  Quarterly Losses paid by
  the Insured with respect to Covered Leases.

  
	
   

  	
   

  	
   

  
	
  Data Base:

  	
   

  	
  The electronic files
  provided to Capital Re Solutions Incorporated by the Insured on December 10,
  1999 entitled “LeMansAcctDetail” and “ALGAcctDetail” that satisfy the “PORT
  2” ABS Field (a total of 308,028 records).

  
	
   

  	
   

  	
   

  
	
  Depreciation:

  	
   

  	
  With respect to an
  automobile that is the subject of a Lease Extension, an amount equal to the
  Revised Lease Payment for such Lease Extension less interest at an annual
  rate of 7.75% on the WOFCO Residual Value for such automobile.

  
	
   

  	
   

  	
   

  
	
  Disposal Date:

  	
   

  	
  With respect to a lease
  transaction, the date on which the automobile covered by such lease is sold.

  
	
   

  	
   

  	
   

  
	
  Early Termination

  	
   

  	
   

  
	
  Covered Lease:

  	
   

  	
  See definition of Covered
  Lease.

  
	
   

  	
   

  	
   

  
	
  Excess Damage:

  	
   

  	
  With respect to a Covered
  Lease, the amount payable by the lessee under such Covered Lease to the
  Insured to restore the automobile which is the subject of such Covered Lease
  to the Insured’s standard for normal wear and tear (whether or not actually
  recovered).

  
	
   

  	
   

  	
   

  
	
  Excess Mileage:

  	
   

  	
  With respect to a Covered
  Lease, the cost associated with excess mileage calculated in accordance with
  the terms of such Covered Lease (whether or not actually recovered).

  
	
   

  	
   

  	
   

  
	
  Expected
  Loss:

  	
   

  	
  With
  respect to an automobile included in the Data Base, the amount set forth in
  the Data Base with respect to such automobile under the column headed [GAIN_LOSS].

  
	
   

  	
   

  	
   

  
	
  Gain:

  	
   

  	
  With respect to an
  automobile included in the Data Base, an amount equal to Net Realized Value
  for such automobile less WOFCO Residual Value for such automobile; provided,
  if such calculation results in a negative amount, Gain with respect to such
  automobile shall equal zero.

  
	
   

  	
   

  	
   

  
	
  In-force Aggregate

  	
   

  	
   

  
	
  Residual Value:

  	
   

  	
  $4,984,297,988.

  
	
   

  	
   

  	
   

  
	
  Lease Extension:

  	
   

  	
  The extension of a lease
  transaction for periods of 12 to 47 months.

  
	
   

  	
   

  	
   

  
	
  Limit of Liability:

  	
   

  	
  Covered Losses equal to
  $157,005,386 (i.e., 90% of 3.5% of In-force Aggregate Residual Value).

  



 


3
















 


	
  Loss:

  	
   

  	
  (i) With respect to an
  automobile included in the Data Base other than an automobile described in
  clause (ii) below, an amount equal to WOFCO Residual Value for such
  automobile less Net Realized Value for  such
  automobile; provided, if the calculation described in this clause (i) results
  in a negative amount, Loss with respect to such automobile shall equal zero,
  and (ii) with respect to an automobile leased pursuant to an Early
  Termination Covered Lease, an amount equal to the lesser of (A) 75% of
  Expected Loss for such automobile and (B) an amount equal to WOFCO Residual Value
  for such automobile less Net Realized Value for such automobile; provided, if
  the calculation described in this subclause (B) results in a negative amount,
  Loss with respect to such automobile shall equal zero.

  
	
   

  	
   

  	
   

  
	
  Net Realized

  	
   

  	
   

  
	
  Value:

  	
   

  	
  With respect to an
  automobile included in the Data Base, the greater of the following:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •      Adjusted Black Book Wholesale Average Value for such automobile; and

  
	
   

  	
   

  	
  •      Net Sales Price for such automobile plus Excess Mileage and Excess
  Damage.

  
	
   

  	
   

  	
   

  
	
  Net Sales Price:

  	
   

  	
  With respect to an
  automobile included in the Data Base, the price actually received in a
  commercially reasonable sale of such automobile, net of any reasonable
  expenses to affect such sale.

  
	
   

  	
   

  	
   

  
	
  Quarterly Loss:

  	
   

  	
  With respect to any
  calendar quarter during the Term, the sum of all Losses with respect to
  Covered Leases that terminate in such calendar quarter less the sum of all
  Gains with respect to Covered Leases that terminate in such calendar quarter.

  
	
   

  	
   

  	
   

  
	
  Revised Lease

  	
   

  	
   

  
	
  Payment:

  	
   

  	
  With respect to a Lease
  Extension, the greater of (i) the monthly amount payable under such Lease
  Extension and (ii) 87.5%, 77.5% or 72.5% (with respect to a 12-23 month,
  24-35 month and 36-47 month extension, respectively) of the original monthly
  lease payment.

  



 


4
















 


	
  Revised Lease

  	
   

  	
   

  
	
  Termination Date:

  	
   

  	
  With respect to a Covered
  Lease which is the subject of a Lease Extension, the date that is 31 days
  after the date scheduled for the final lease payment to be made under such
  Lease Extension; provided, if the final lease payment is prepaid, “Revised
  Lease Termination Date” shall mean the date on which the final lease payment
  is made.

  
	
   

  	
   

  	
   

  
	
  Scheduled Lease

  	
   

  	
   

  
	
  Termination Date:

  	
   

  	
  With respect to a Covered
  Lease, the date that is 31 days after the date originally scheduled for the
  final lease payment to be made under such Covered Lease; provided, if the
  final lease payment is prepaid, “Scheduled Termination Date” shall mean the
  date on which the final lease payment is made.

  
	
   

  	
   

  	
   

  
	
  WOFCO Residual

  	
   

  	
   

  
	
  Value:

  	
   

  	
  With respect to an automobile
  included in the Data Base, the amount set forth in the Data Base with respect
  to such automobile under the column headed [WOFC_RESID]; provided, however,
  with respect to an automobile included in the Data Base that is the subject
  of a Lease Extension, WOFCO Residual Value means the amount set forth in the
  Data Base with respect to such automobile under the column headed
  [WOFC_RESID] less the portion of the Revised Lease Payment that represents
  Depreciation of such automobile.

  



 


ARTICLE 5. ACCOUNTS AND REMITTANCES


 


Within 30 calendar days
following the close of each calendar quarter, the Insured will provide the
Insurer with a statement of Quarterly Losses for such calendar quarter. Once
the Attachment Point has been reached, to the extent Quarterly Losses is a
positive amount, the Insurer shall pay 90% of Quarterly Losses, subject to the
Limit of Liability, no later than the last day of the calendar quarter in which
such Quarterly Statement is received. To the extent Quarterly Losses is a
negative amount, the absolute value of such amount will be considered excess
Gain and shall be carried forward and included in the calculation of Quarterly
Loss for the following calendar quarter. All amounts payable by one party
hereto to the other party hereto shall be transmitted through McGriff, Seibels
& Williams, Inc., 2211 7th Avenue South, Birmingham, Alabama
35233.


 


5
















 


ARTICLE 6.
REPORTS; ACCESS TO RECORDS


 


Within 30 days following the end of each
calendar month during the Term, the Insured shall send the Insurer a  report (which may be in electronic
format) containing the information in the format described in Schedule 1
hereto.


 


The Insurer, its authorized
representatives and its retrocessionaires shall have access to the books and
records of the Insured at all reasonable times for the purpose of obtaining
information concerning this Policy or its subject matter and the right to make
copies thereof (at its own expense).


 


ARTICLE 7. COVENANTS


 


The Insured shall not modify
or terminate any end-of-term servicing or remarketing arrangements without the
prior written consent of the Insurer.


 


The Insured shall not sell
all or substantially all of the Covered Leases without the written consent of
the Insurer, which consent shall not be unreasonably withheld.


 


Without the prior written
consent of the Insurer, the Insured shall not modify its current or  committed servicing, remarketing or loss
mitigation practices with respect to the Covered Leases; shall continue to exercise
the level of diligence in connection with such practices as  it  currently
exercises; and in all events shall conduct such servicing, remarketing and loss
mitigation as if no insurance existed hereunder.


 


ARTICLE 8.
GENERAL PROVISIONS


 


1.            Offset. The Insured and the Insurer have the right to offset any balance(s)
due from one to the other hereunder. In the event of the insolvency of a party
hereto, offsets shall only be allowed in accordance with applicable law.


 


2.            Governing Law.  This
Policy shall be governed by and interpreted in accordance with the laws of the
State of New York, without regard to its conflict of law principles.


 


3.            Assignment.  This Policy shall be binding
upon and inure to the benefit of the Insurer and the Insured and their respective
successors and  assigns.  This Policy may not be assigned by either
party without the prior written consent of the other party.


 


4.            Amendment.  No amendment or modification
of this Policy shall be effective unless in writing and signed by a duly
authorized officer of each party.


 


5.            Insolvency.  The Insurer’s liability
hereunder shall not increase or decrease as a result of the receivership,
insolvency or inability to pay of the Insured.


 


6
















 


6.           Headings.  The headings used in this
Policy are intended and inserted solely for convenience of reference and shall
not effect the meaning, interpretation, construction or effect of this Policy.


 


7.           Counterparts.  This
Policy may be executed by the parties in separate counterparts; each of which
when so executed and delivered shall be an original, but all such counterparts
together shall constitute one and the same instrument.  Each counterpart may consist of a  number of copies hereof signed by less
than both, but together signed by both, of the parties hereto.


 


6.           Entire Agreement. This Policy constitutes the entire
agreement between the parties with respect to the contents of this Policy, and
supersedes prior agreements, understandings and negotiations, oral and written,
with respect hereto.


 


9.           Waiver.  No waiver of this Policy shall
be effective unless in writing and signed by a duly authorized officer of the
party granting the waiver.  The failure
of a party to enforce any provision of this Policy shall not constitute a
waiver by such party of such provision. 
The past waiver of a provision by a party shall not constitute a course
of conduct or waiver in the future of that same provision.


 


10.         Taxes.  Any taxes payable with respect
to this Policy shall be borne by the Insured and shall be paid directly by the
Insured.


 


11.         Cancellation. This Policy may be canceled by the Insurer
for non-payment of the Premium, but shall not be cancelable for any other
reason by either party.


 


IN WITNESS WHEREOF, the
parties have caused this Policy to be executed by their duly authorized
officers as of December 30, 1999.


 


WORLD OMNI FINANCIAL CORP


 


 


	
  By:

  	
     /s/
  Alan Browdy

  	
   

  
	
   

  	
  Name: Alan Browdy

  
	
   

  	
  Title:   Vice President

  
	
   

  
	
  JCJ INSURANCE COMPANY

  
	
   

  	
   

  
	
  By:

  	
     /s/
  Kathryn Westover

  	
   

  
	
   

  	
  Name: Kathryn Westover

  
	
   

  	
  Title:   ARS Management

  02        as Managers

  



 


7
















 


Schedule 1


 


The following information
shall be provided by the Insured to the Insurer within thirty days following
the end of each month during the Term:


 


a)      Number of Units;


b)      Amount of Loss under the Agreement;


c)      WOFCO Residual Value;


d)      ALG Projected Gain/(Loss) Value;


 


The information shall be
summarized by Scheduled Termination Month for each of the 21  Term Group Codes. Summaries shall also be
provided for each Scheduled Termination Year and in total.


 


The ALG Projected
Gain/(Loss) Value shall be determined from the ALG Gain_Loss Column for the
ALGAcctDetails electronic file. For those records contained in the
LeMansAcctDetail file, the ALG Projected Gain/(Loss) shall be calculated as the
product of the WOFC_MSRP and the ALG_PCT less the WOFC_RESID.


 


8